MQ Insider Filing: Milotich RSU/PSU Vesting; Issuer Withholds Shares at $6.17

Rhea-AI Filing Summary

Marqeta insider Michael Milotich, identified as Interim Chief Executive Officer and Chief Financial Officer, reported multiple September 1, 2025 transactions reflecting vesting and net settlement of equity awards. Restricted stock units and performance stock units converted into Class A common stock in several tranches, producing increases in beneficial ownership followed by issuer-withheld share dispositions to satisfy tax obligations at a nominal reported withholding price of $6.17 per share for the market-withheld amounts. The filings show repeated acquisitions of shares at $0 tied to vesting and corresponding dispositions for withholding, with aggregate beneficial ownership in the low hundreds of thousands of Class A shares following these transactions.

Insights

Financial Analyst

TL;DR: Significant executive equity vesting with issuer withholding to cover taxes; net ownership changes are routine for compensation realization.

The filing documents routine conversion of restricted stock units and performance stock units into Class A common stock on 09/01/2025 under the issuer's equity compensation plans. Multiple vesting events increased reported beneficial holdings while contemporaneous withholding by the issuer resulted in dispositions reported at $6.17 per share for tax remittance, consistent with net settlement practice. Transactions are identified as exempt under Rule 16b-6(b) and Rule 16b-3(e), indicating they arise from board-approved awards and withholding rather than open-market trades. For investors, this reflects management compensation crystallizing rather than active buying or selling in the market.

Corporate Governance Expert

TL;DR: Multiple vested awards and issuer withholding noted; reporting indicates standard plan administration and executive alignment via equity.

The report shows vesting mechanics across time-based restricted stock units and performance stock units tied to gross profit and adjusted EBITDA metrics, with disclosure that PSUs can vest up to 200% at maximum achievement. The explanatory notes clarify vesting schedules and that certain disposals represent issuer withholding for tax obligations, not open-market sales. The presence of the interim CEO/CFO title in remarks is material context included in the filing itself. Overall, governance practices appear consistent with typical equity incentive administration.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Milotich Michael

(Last) (First) (Middle)

180 GRAND AVENUE

6TH FLOOR

(Street)

OAKLAND CA 94612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marqeta, Inc. [ MQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2025		M(1)		28,669	A	$0(1)	717,913	D
Class A Common Stock	09/01/2025		F(2)		15,679(2)	D	$6.17	702,234	D
Class A Common Stock	09/01/2025		M(1)		25,407	A	$0(1)	727,641	D
Class A Common Stock	09/01/2025		F(2)		13,895(2)	D	$6.17	713,746	D
Class A Common Stock	09/01/2025		M(1)		23,755	A	$0(1)	737,501	D
Class A Common Stock	09/01/2025		F(2)		12,992(2)	D	$6.17	724,509	D
Class A Common Stock	09/01/2025		M(1)		49,759	A	$0(1)	774,268	D
Class A Common Stock	09/01/2025		F(2)		27,213(2)	D	$6.17	747,055	D
Class A Common Stock	09/01/2025		M(1)		41,837	A	$0(1)	788,892	D
Class A Common Stock	09/01/2025		F(2)		22,881(2)	D	$6.17	766,011	D
Class A Common Stock	09/01/2025		M(1)		14,744(3)	A	$0(1)	780,755	D
Class A Common Stock	09/01/2025		F(2)		8,064(2)	D	$6.17	772,691	D
Class A Common Stock	09/01/2025		M(1)		8,259(4)	A	$0(1)	780,950	D
Class A Common Stock	09/01/2025		F(2)		4,517(2)	D	$6.17	776,433	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	09/01/2025		M(1)			28,669	(6)	(6)	Class A Common Stock	28,669	$0	57,340	D
Restricted Stock Units	(5)	09/01/2025		M(1)			25,407	(6)	(6)	Class A Common Stock	25,407	$0	50,813	D
Restricted Stock Units	(5)	09/01/2025		M(1)			23,755	(7)	(7)	Class A Common Stock	23,755	$0	47,511	D
Restricted Stock Units	(5)	09/01/2025		M(1)			49,759	(8)	(8)	Class A Common Stock	49,759	$0	298,555	D
Restricted Stock Units	(5)	09/01/2025		M			41,837	(9)	(9)	Class A Common Stock	41,837	$0	418,366	D
Performance Stock Units (Gross Profit)	(5)	09/01/2025		M(1)			14,928	(10)	(10)	Class A Common Stock	14,928	$0	240,177(11)	D
Performance Stock Units (Adjusted EBITDA)	(5)	09/01/2025		M(1)			6,398	(10)	(10)	Class A Common Stock	6,398	$0	102,933(12)	D

Explanation of Responses:

1. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act.

2. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units and not a market transaction. Transaction exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated under the Act.

3. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 184 fewer shares acquired for performance at less than 100%.

4. Represents the vesting of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024, and includes 1,861 additional shares acquired for performance at more than 100%.

5. Each restricted stock unit is convertible into one share of Class A Common Stock.

6. One-fourth (1/4th) of the restricted stock units vested on March 1, 2023, and one-sixteenth (1/16th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

7. One-twelfth (1/12th) of the restricted stock units vested on March 1, 2023, and one-twelfth (1/12th) of the restricted stock units vest on each June 1, September 1, December 1, and March 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

8. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2024, and one-twelfth (1/12th) of the restricted stock units vest on each September 1, December 1, March 1 and June 1 thereafter, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

9. One-twelfth (1/12th) of the restricted stock units vested on June 1, 2025 and one-twelfth (1/12th) of the remaining restricted stock units vest quarterly on each September 1, December 1, March 1 and June 1 thereafter, subject to the Reporting Person's continued service to the Issuer as of each vesting date.

10. Represents the disposition of shares upon the determination of the Board of Directors of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on March 15, 2024.

11. Represents the number of shares which may be issued at target under the performance stock unit ("PSU") over a period of time following achievement of certain profit targets as set forth in the PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the target number of shares would vest.

12. Represents the number of shares which may be issued at target under the PSU over a period of time following achievement of certain adjusted EBITDA targets as set forth in the PSU agreement, subject to the Reporting Person's continued service to the Issuer as of each vesting date. At maximum achievement, 200% of the target number of shares would vest.

Remarks:

Interim Chief Executive Officer and Chief Financial Officer

	/s/ Tracy Foard, Attorney-in-Fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Michael Milotich report on Form 4 for Marqeta (MQ)?

The Form 4 reports multiple vestings of restricted stock units and performance stock units on 09/01/2025, with shares acquired at $0 upon vesting and issuer-withheld share dispositions to cover tax withholding reported at $6.17 per share.

How did the reported transactions affect Milotich's beneficial ownership of MQ shares?

Each vesting increased beneficial ownership by the vested amounts, but issuer-withheld dispositions reduced the net increase; post-transaction reported Class A holdings are in the range of hundreds of thousands of shares as shown in the filing.

Were the share dispositions market sales or issuer withholdings?

The filing states the dispositions represent shares withheld by the issuer to satisfy tax withholding and remittance obligations, not open-market transactions, and are exempt under Rule 16b-3(e).

What performance measures are tied to the PSUs disclosed in the Form 4?

The performance stock units reference gross profit and adjusted EBITDA targets, with the number of shares issuable at target and potential vesting up to 200% at maximum achievement.

Does the filing indicate Milotich's role at Marqeta?

Yes; the Remarks section identifies Michael Milotich as Interim Chief Executive Officer and Chief Financial Officer.